Riley Graebner

Riley Graebner

Counsel, Corporate; Capital Markets
Riley Graebner’s practice focuses on U.S. securities advice and international equity and debt capital markets. 


Mr. Graebner has experience advising clients in a wide variety of corporate and other matters, including representing issuers and underwriters, as well as high-profile corporations in a range of industries. He also has counseled on rights offerings and initial public offerings in many jurisdictions around the world. 

Mr. Graebner’s capital markets representations include:

  • RMG Acquisition Corp. II in its US$345 million initial public offering of units consisting of one Class A ordinary share and one-quarter of one redeemable variant;
  • Barclays Bank PLC, HSBC Bank plc and J.P. Morgan Securities plc as lead underwriter in the Republic of Italy’s offering of US$7 billion of fixed rate global notes with maturities of five, 10 and 30 years registered under Schedule B of the U.S. Securities Act;
  • HSBC Securities Inc. and HSBC Bank plc as lead underwriter in multiple debt offerings by HSBC Holdings plc, raising in aggregate in excess of US$50 billion;
  • Borr Drilling Limited:
    • in its U.S. initial public offering of common shares and listing on the New York Stock Exchange; and
    • in connection with a US$30 million offering of depositary receipts and related amendments to certain of its financing agreements with secured lenders of multiple debt facilities representing more than US$1.5 billion of debt, and a related US$30 million offering of depositary receipts;
  • Atlantica Sustainable Infrastructure plc in its:
    • US$300 million equity financing through an SEC-registered offering of ordinary shares and a concurrent private placement; and
    • US$100 million offering of 4.00% green exchangeable senior notes due 2025, issuance of senior secured notes and SEC filings;
  • Cineworld Group PLC in its rights offering in connection with its US$5.9 billion acquisition of Regal Entertainment Group;
  • Reichhold, Inc. in connection with a €625 million “unitranche” facility for the financing of its merger with Polynt Group sarl;
  • Globalworth Real Estate Investments Limited in multiple offerings of common shares on the London Exchange totaling over €500 million;
  • Fabbrica Italiana Lapis e Affini S.p.A. in its €100 million rights offering;
  • Stena AB in connection with multiple offerings of high-yield debt securities;
  • Marine Harvest ASA in its listing on the NYSE;
  • DNA Oyj in its listing of ordinary shares on the Nasdaq Helsinki Stock Exchange and €474 million initial public offering;
  • Banco Comercial Português, S.A. in its €1.33 billion rights offering;
  • TMF Group plc in its proposed IPO on the London Stock Exchange;
  • Inkia Energy Ltd. in a US$175 million financing;
  • Stevanato Group S.p.A. in its €50 million private placement of 1.40% senior Series A notes due 2028;
  • a shareholder in BenevolentAI in connection with its fourth round of equity fundraising;
  • LM Group Holding A/S in its issuance of senior secured notes as well as its subsequent consent solicitation and issuance of green bonds;
  • HellermannTyton Finance PLC in its IPO on the London Stock Exchange; and
  • Doughty Hanson in its:
    • disposal of Balta to Lone Star Funds through a dual-track process; and
    • disposal of Eurofiber for €875 million to Antin Infrastructure Partners through a dual-track process.

Mr. Graebner’s significant corporate representations include:

  • Alussa Energy Acquisition Corp. in its merger with FREYR AS, the first-ever Nordic de-SPAC. As a result of the merger, FREYR will become a publicly traded company;
  • International Paper Company in its proposed, but terminated, US$10.7 billion acquisition of Smurfit Kappa Group plc;
  • DSV A/S in its acquisition of SEC-registrant UTi Worldwide Inc. for US$1.3 billion;
  • Nokia Corporation in its acquisition of SEC-registrant Alcatel-Lucent in an all-share offer valuing Alcatel-Lucent at US$17 billion; and
  • Merck KGaA in its acquisition of SEC-registrant Sigma-Aldrich Corporation for US$17 billion.

He also has advised QIWI plc, Vantiv, Inc. , Royal Caribbean Cruises Ltd. , Kenon Holdings Ltd., Luxoft Holdings, Inc. and BHP Billiton in connection with U.S. securities law matters.

Mr. Graebner was on secondment for six months to Goldman Sachs’ Investment Banking Division Legal team in London from 2016 to 2017.



  • J.D., Georgetown University Law Center, 2010
  • B.A., Brown University, 2002


  • New York


  • Law Clerk, Hon. Jane A. Restani, U.S. Court of International Trade (2010-2012)

Riley Graebner

Counsel, Corporate; Capital Markets